What is a Contract Implied in Fact?

Under Florida law, where there is no express contract (oral or written) between the parties, contracts can still be created by the conduct of the parties, without spoken or written words. Contracts created by conduct are just as valid as contracts formed with words.

Conduct will create a contract if the conduct of both parties is intentional and each knows, or under the circumstances should know, that the other party will understand the conduct as creating a contract.  In deciding whether a contract was created, the finder of fact will consider the conduct and relationship of the parties as well as all of the circumstances, including their course of dealing, usage of trade, and course of performance.

"[A] common form of contract implied in fact is where one party has performed services at the request of another without discussion of compensation. These circumstances justify the inference of a promise to pay a reasonable amount for the service. The enforceability of this obligation turns on the implied promise, not on whether the defendant has received something of value. A contract implied in fact can be enforced even where a defendant has received nothing of value."  See Commerce Partnership 8098 Limited Partnership v. Equity Contracting Co., 695 So.2d 383, 387 (Fla. 4th DCA 1997).

Please contact Joel Ewusiak for legal assistance with your particular contract dispute.